Sealy was established as a licensing organization in Chicago in 1882. The company's licensees owned all the Sealy Inc. stock, and leaders of the individual affiliates comprised Sealy's board of directors. Sealy affiliates gave the Chicago company royalties in exchange for national and cooperative brand advertising, access to research and development undertaken by the central organization, and quality control guidelines. The decentralized organizational structure used by Sealy in the 1880s is still in used by the majority of mattress companies in the United States today.
Ernest Wuliger succeeded his father as president of Ohio Mattress in 1963, and dedicated his $7-million-a-year company to several ambitious goals: surpassing $100 million in annual sales, national expansion, and a listing on the New York Stock Exchange. The declaration launched a quarter-century battle that stretched from the Sealy territories to the United States Supreme Court. In defiance of the exclusive territory clauses (Sealy licensees agreed to limit themselves to exclusive territories of 200 miles in radius, which were contractually protected from competition with other dealers) the maverick licensee launched competition in other Sealy licensee's territories, under cutting their prices and squeezing their profit margins until they sold out to him
Some of the the threatened licensees appealed to Sealy to invoke and exercise a "right to first refusal." The clause allowed Sealy to acquire several endangered affiliates, thereby blocking Wuliger and gaining additional revenues. The Supreme Court in 1967 found Sealy in violation of the Sherman Antitrust Act. Rather than changing their illegal business practices, Sealy simply renamed the offending clauses, retaining their content and requirements.
Wuliger changed the growing company's name to Ohio-Sealy Mattress Mfg. Co. One year later, Ohio-Sealy brought its first lawsuit against the licenser, charging that it had not stopped its anti-competitive practices. in 1975 settlement with Sealy Inc. earned Ohio-Sealy $13 million, but its battle had just begun. Wuliger tenaciously fought Sealy for over a decade, winning a final judgment of $77 million in 1986. He forgave the damages in exchange for the right to acquire eight remaining licenses, and thereby gain full control of Sealy Inc. One holdout, Sealy Mattress Co. of New Jersey, filed suit to block Ohio Mattress, but gave in before the end of 1987. It still remained an independent Licensee.
Ohio Mattress was valued at $427 million late in 1988, merchant banker Gibbons Green van Amerongen paid more than twice that amount, $965 million, to take the company private in 1989. Unfortunately, Gibbons Green van Amerongen's highly leveraged (and overpriced) buyout was poorly timed. The firm tried to float $475 million in unsecured debentures, or junk bonds, just as that market collapsed under the weight of numerous defaults and bankruptcies. While the new owners scrambled to finance their purchase, they relied on a high-interest "bridge loan" from First Boston Corp. to pay for the privatization. Without a market for its junk bonds, Gibbons Green van Amerongen was soon compelled to exchange First Boston's debt (which was held by an affiliate, the Clipper Group) for a 40 percent equity stake in Sealy. In 1991 the Clipper Group swapped its $400 million in Sealy junk bonds for an additional 53.6 percent of the mattress-maker's equity, effectively buying out Gibbons Green van Ameronge
The Clipper Group in 1993, the firm sold its 94 percent stake for $250 million to Zell/Chilmark Fund Limited Partnership of Chicago. In December 1997, Sealy management joined with Bain Capital, a Boston based investment capital group, to acquire approximately 90% of the Company's equity for 811.2 million including the debt.
In March of 2004 Bain Capital signed a merger agreement with Kohlberg Kravis Roberts & Co. (KKR) in a transaction valued at approximately $1.5 billion
Principal Subsidiaries: Sealy Inc.; Stearns & Foster Bedding Co.; Stearns & Foster Upholstery Furniture Co.; Advanced Sleep Products; International Monterey S.A. de C.V. (97.3%); Woodstuff Manufacturing Inc.; Sealy Mattress Company of San Diego; Sealy Mattress Co.; Sealy Mattress Company of Puerto Rico; Ohio-Sealy Mattress Manufacturing Co., Inc.; Ohio-Sealy Mattress Manufacturing Co., Fort Worth; Ohio-Sealy Mattress Manufacturing Co.; Ohio-Sealy Mattress Manufacturing Co., Houston; Sealy Mattress Company of Michigan Inc.; Sealy Mattress Company of S.W. Virginia; Sealy Connecticut Inc.; Sealy Mattress Company of Kansas City Inc.; Sealy of Maryland & Virginia; A. Brandwein & Co.; Sealy Mattress Company of Albany Inc.; Sealy of Minnesota Inc.; Sealy Mattress Company of Memphis; Ohio Mattress Company Licensing & Components Group; Sealy Mattress Manufacturing Company Inc.; Sealy Canada Ltd.; Gestion Centurion Inc.; Matelas Centurion Inc. Bain Capital
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